Current Report Filing (8-k)
June 16 2023 - 8:47AM
Edgar (US Regulatory)
0001812360
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0001812360
2023-06-12
2023-06-12
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date Earliest
Event Reported): June 12, 2023
FOXO
TECHNOLOGIES INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-39783 |
|
85-1050265 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
729 N. Washington Ave., Suite 600
Minneapolis, MN |
|
55401 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(612) 562-9447
(Registrant’s telephone
number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 |
|
FOXO |
|
NYSE American |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 12, 2023, FOXO Technologies
Inc. (the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation
(“NYSE”) stating that the Company is below compliance with Section 1003(a)(i) in the NYSE American Company Guide (the “Company
Guide”) since it reported stockholders’ deficit of $(30,000) at March 31, 2023, and losses from continuing operations and/or
net losses in its two most recent fiscal years ended December 31, 2022. Section 1003(a)(i) of the Company Guide requires a
listed company to have stockholders’ equity of $2 million or more if the listed company has reported losses from continuing operations
and/or net losses in two of its three most recent fiscal years.
The Company
is now subject to the procedures and requirements set forth in Section 1009 of the Company Guide. The Company has until July 12, 2023,
to submit a plan (the “Plan”) advising of actions it has taken or will take to regain compliance with the continued listing
standards by December 12, 2024. If NYSE accepts the Plan, Company will have an eighteen (18) month cure period to comply with the Plan
and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan. The NYSE American Notice has no immediate
effect on the listing or trading of the Company’s Class A common stock on NYSE American.
The Company
intends to consider available options to regain compliance with the stockholders’ equity requirement, but no decisions have been
made at this time. There can be no assurance that the Company will ultimately regain compliance with all applicable NYSE American listing
standards.
| Item 7.01. |
Regulation FD Disclosure. |
On June 16, 2023, the Company
issued a press release announcing its receipt of the NYSE American Notice. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information under this
Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under
Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained
herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD.
Cautionary Statement
Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form
8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “if,” “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other comparable terminology and include statements regarding the NYSE American Notice and whether
the Company will regain compliance with the NYSE American’s continued listing standards. These forward-looking statements are based
on information currently available to the Company’s management as well as estimates and assumptions made by its management and
are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained
in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which
may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from
any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking
statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these
forward-looking statements after such date.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
FOXO Technologies Inc. |
| |
|
|
| |
By: |
/s/ Tyler Danielson |
| |
|
Name: |
Tyler Danielson |
| |
|
Title: |
Interim Chief Executive Officer |
Date: June 16, 2023
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